Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, and subject to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Date, each of THL and Cannae shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designee), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine ten (910) directors, with two vacancies, but may be increased or decreased subject to change as determined from time to time exclusively by resolution duly adopted by set forth in the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during During the term of this Agreement, the Indigo Investors and subject to applicable Law, THL and Cannae the POF Investors shall have the right to (by mutual agreement) determine designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of THL and Cannae the Sponsor Stockholders shall vote all of their Voting Securities its Stockholder Shares and shall take all other necessary or desirable actions within their its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated recommended by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeepersons designated pursuant to this Section 2.01), to cause so that the following Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to Directors shall be elected to the Board at any each meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenCompany: (i) for so long as Cannae holds greater than or a number of directors designated by the Indigo Investors equal to twelve the product of (i) the Relative Ownership of the Indigo Investors and one half (ii) the Total Number of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right Directors to designate (by mutual agreement) five (5) Sponsor Director Designees;be elected; and (ii) for so long as Cannae holds greater than or a number of directors designated by the POF Investors equal to seven the product of (i) the Relative Ownership of the POF Investors and one half (ii) the Total Number of a percent (7.5%) but less than twelve Directors to be elected. For purposes of calculating the number of directors that the Indigo Investors and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right POF Investors are entitled to designate pursuant to the immediately preceding sentence, any Sponsor Director Designeefractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board. (fd) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in In the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Personperson’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or that designated such Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicableDirector. (ie) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae Sponsor Stockholder’s right to sell, assign or otherwise transfer their respective shares of its Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term effectiveness of this Agreement, Agreement and subject until the provisions of this Section 8 cease to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Datebe effective, each holder of THL and Cannae Stockholder Shares shall vote all of their Voting Securities his, her or its Stockholder Shares and any other voting securities of the Company over which such holder of Stockholder Shares has voting control (whether at a stockholders’ meeting which has been duly called, or if so requested by the Company, by written consent) and shall take all other necessary or desirable actions within their his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeecalling special board and stockholder meetings), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenthat: (i) for so long as Cannae holds greater than or equal to twelve and one half the authorized number of a percent directors on the Company’s Board shall be established at seven (12.5%7) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designeesdirectors; (ii) for so long as Cannae holds greater than or equal the following persons shall be elected to seven the Board: (a) two (2) persons designated by Indigo Florida, who initially shall be Xx. Xxxxxxx X. Johnson and one half Xx. Xxxxxxx Xxxxxxxxxx; (b) two (2) persons designated by Indigo Miramar, each of whom shall be a percent COUS and who initially shall be Xx. Xxxxxxx X. Franke and Xx. Xxxxxxx Xxxxx III (7.5%collectively, with the designees set forth in subsection (a) but less than twelve above, the “Indigo Investor Directors” and one half of a percent each, individually, an “Indigo Investor Director”); (12.5%c) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designeeperson designated by POF II and one (1) person designated by POF III (collectively, the “Existing Investor Directors” and each, individually, an “Existing Investor Director”), each of whom shall be a COUS and who shall initially be Xx. Xxxxxx Xxxxx (designated by POF II) and Xx. Xxxxxx Xxxx (designated by POF III); and (iiid) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securitiescurrent CEO of the Company, then THL who shall have be a COUS and shall initially be Xx. Xxxxxxxx Xxxxxxxx (the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee“CEO Director”). (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power the Indigo Miramar Directors shall be entitled to designate the Chairman of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director DesigneesBoard; (iv) for so long as such party holds except to the extent otherwise requested in writing by the Majority Existing Investor Holders(s), each committee of the Board shall contain at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee.Existing Investor Director; (gv) If the: unless composed solely of employees of the Company, the composition of the board of directors of each of the Company’s Subsidiaries (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f“Sub Board”) shall immediately resign from be the same as that of the Board; (iivi) number of Sponsor an Indigo Investor Director Designees that a Sponsor Stockholder has the right to individually designate to shall be removed from the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iiionly upon the written request of the designating Indigo Investor; (vii) or Section 2.01(f), then the corresponding number of Sponsor an Existing Investor Director Designees of such Sponsor Shareholder shall resign be removed from the Board, and Board only upon the Company and written request of the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee.designating Existing Investor; (hviii) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”person designated as a director pursuant to any subparagraph of Section 8A(ii) for any reason ceases to serve as a member of the Board or a Sub Board during such Personperson’s term of office, the resulting vacancy on the Board or the Sub Board shall be filled by a Sponsor Director Designee representative designated by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was person originally entitled to designate such director pursuant to Section 8A(ii) above; and (ix) the Departing Sponsor holders of Stockholder Shares who, at the time of the election of directors, hold shares of Class A Common Stock agree that if an individual serving as the Company’s CEO ceases to serve in such capacity (whether voluntarily or involuntarily), each holder of Stockholder Shares who, at the time of the election of directors, hold shares of Class A Common Stock will take such action as may be required so that all of the shares of Class A Common Stock held by the holders of Stockholder Shares who, at the time of the election of directors, hold shares of Class A Common Stock are voted for the removal of such individual from the Board (whether by written consent or at an annual or special meeting of stockholders) and to elect as the new CEO Director Designee the person who replaces such individual as the CEO of the Company (whether by written consent or at an annual or special meeting of stockholders). To secure the obligations to vote the Stockholder Shares in accordance with this Section 2.01(e) or Section 2.01(f)8A, as applicable. (i) In each holder of Stockholder Shares hereby appoints the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings Chairman of the Board of Directors and the CEO of the Company, from time to time, or their designees, as such holder’s true and lawful proxy and attorney, with the board power to act alone and with full power of directors substitution, to vote all of any such holder’s Stockholder Shares as set forth in this Section 8A and to execute all necessary actions by written consent of the holders of such Stockholder Shares consistent with this Section 8A on behalf of such holder of Stockholder Shares if, and only if, such holder fails to vote all of such holder’s Stockholder Shares or execute such other necessary actions by written consent of the holders of such Stockholder Shares in accordance with the provisions of Section 8A within five (5) days of the Company’s Subsidiariesor any other party’s written request for such holder’s written consent or signature. The proxy and power granted by each holder of Stockholder Shares pursuant to this Section 8A are coupled with an interest and are given to secure the performance of such party’s duties under this Section 8A. Each such proxy and power will be irrevocable for the term of this Section 8. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member other individual holder of the Board and Stockholder Shares and, so long as any party hereto is an entity, will survive the members merger or reorganization of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designeessuch party or any other entity holding any Stockholder Shares.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the The Board shall consist of 11 Directors, of whom (i) eight shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted appointed by the Board of Directors in accordance with Founder SPV, (ii) one shall be appointed by the Amended and Restated Bylaws Hao Min Representative for so long as Hao Min holds at least 1% of the Companythen issued and outstanding Company Securities (calculated on a fully-diluted and as-converted basis), (iii) one shall be appointed by Sequoia for so long as may Sequoia and Gopher jointly hold at least 1% of the then issued and outstanding Company Securities (calculated on a fully-diluted and as-converted basis) and (iv) one shall be amended from time to time appointed by WP, for so long as it holds at least 1% of the then issued and outstanding Company Securities (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”calculated on a fully-diluted and as-converted basis). (b) Notwithstanding Each Shareholder agrees that, if at any time it is then entitled to vote for the foregoing Section 2.01(a)election of the Directors, during it shall vote all of its Company Securities or execute proxies or written consents, as the term of this Agreementcase may be, and subject take all other necessary actions (including causing the Company to applicable Law, THL and Cannae shall have call a special meeting of members / shareholders) in order to ensure that the right to (by mutual agreement) determine composition of the Total Number of DirectorsBoard is as set forth in this Section 2.01. (c) Effective as Each of the Closing DateDirectors may appoint an Alternative Director from time to time to act during his absence and such Alternative Director shall be entitled, each while holding such office at such, to receive notices of THL and Cannae shall vote all meetings of their Voting Securities and shall take all other necessary the Board or desirable actions within their control any committee thereof (whether in if the capacity as Director who has appointed the Alternative Director is a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes member of obtaining a quorum and execution of written consents in lieu of meetingssuch committee), and attend and vote as a Director at any such meeting at which the Company shall take appointing Director is not present and generally to exercise all necessary the powers, rights, duties and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL authorities and Cannae shall initially be elected to perform all functions of the Board (the “Initial Designations”)appointing Director. (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designee), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance enter into an indemnification agreement with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially Sequoia Director in the form attached at Exhibit B hereto, with each of set forth in the Sponsor Director DesigneesShare Purchase Agreement on the same date hereof.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine eleven (911) directors, with two vacancies, but may be increased or decreased subject to change as determined from time to time exclusively by resolution duly adopted by set forth in the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during During the term of this Agreement, the Indigo Investors and subject to applicable Law, THL and Cannae the POF Investors shall have the right to (by mutual agreement) determine designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of THL and Cannae the Sponsor Stockholders shall vote all of their Voting Securities its Stockholder Shares and shall take all other necessary or desirable actions within their its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated recommended by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeepersons designated pursuant to this Section 2.01), to cause so that the following Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to Directors shall be elected to the Board at any each meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenCompany: (i) for so long as Cannae holds greater than or a number of directors designated by Indigo Miramar equal to twelve the product of (x) the Relative Ownership of Indigo Miramar and one half (y) the Total Number of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right Directors to designate (by mutual agreement) five (5) Sponsor Director Designeesbe elected; (ii) for so long as Cannae holds greater than or a number of directors designated by Indigo Florida equal to seven the product of (x) the Relative Ownership of Indigo Miramar and one half (y) the Total Number of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right Directors to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designeebe elected; and (iii) a number of directors designated by the POF Investors equal to the product of (x) the Relative Ownership of the POF Investors and (y) the Total Number of Directors to be elected. For purposes of calculating the number of directors that Indigo Miramar, Indigo Florida and POF Investors are each entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board; provided, however, that in the case where the sum of the number of directors to be designated by Indigo Miramar (pursuant to this Section 2.01(c)(i)) and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directors that would be able to be designated if Cannae holds less than seven calculated by multiplying (x) the Relative Ownership of the Indigo Investors and one half (y) the Total Number of a percent (7.5%) in voting power of all the then-outstanding Voting SecuritiesDirectors to be elected, then THL in such instance, the fractional amount of Indigo Florida shall have (regardless of whether it is above or below X.50) shall be rounded up, and the right to individually designate five fractional amount of Indigo Miramar (5regardless of whether it is above or below X.50) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designeebe rounded down. (fd) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in In the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Personperson’s term of office, the resulting vacancy on the Board shall be filled by a (i) in the case when such Sponsor Director Designee had been designated by Indigo Miramar or Indigo Florida, as the Sponsor Stockholder case may be, a designee of Indigo Miramar or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f)Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the POF Investors. (ie) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae Sponsor Stockholder’s right to sell, assign or otherwise transfer their respective shares of its Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term effectiveness of this Agreement, Agreement and subject until the provisions of this Section 8 cease to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Datebe effective, each of THL and Cannae Stockholder shall vote all of their Voting Securities his, her or its Stockholders Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within their his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeecalling special board and stockholder meetings), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenthat: (i) for so long the authorized number of directors on the Company's board of directors (the "Board") shall be established at seven directors or such higher number as Cannae holds greater than or equal may be designated by WS by written notice to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director DesigneesCompany; (ii) for so long as Cannae holds greater than or equal the following persons shall be elected to seven and the Board: (a) the Company's chief executive officer, who initially shall be Willxxx X. Xxxxxxxx (xxe "CEO Director"); (b) one half person designated by the holders of a percent (7.5%) but less than twelve majority of the Existing Orius Stockholders Shares, which person must be a senior executive of the Company or of any of the Company's Subsidiaries and one half must be reasonably satisfactory to the holders of a percent majority of the WS Shares, and who initially shall be Willxxx X. Xxxxxx (12.5%xxe "Executive Director"); (c) in voting power one person designated by the holders of all a majority of the then-outstanding Voting SecuritiesWS Shares, THL which person must be a senior executive of the Company or of any of the Company's Subsidiaries and must be reasonably satisfactory to the CEO Director, and who initially shall have the right to individually designate four be Donaxx X. Xxxxx (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designeexxe "WS Nominated Director"); and (iiid) if Cannae holds less than seven and one half of a percent four (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate or at any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or the authorized number of directors on the Board exceeds seven, a number of representatives equal to 50 percent such authorized number less three) persons designated by the holders of a majority of the WS Shares, who initially shall be Avy H. Sxxxx, Xxbexx X. Xxxxxxxxxx, Xxegxxx X. Xxxx (who shall remain a designee of the holders of a majority of the WS Shares pursuant to this paragraph (d) until such time as Chisxxxx Xxxtners III, L.P. ("Chisxxxx") xwns less than 50%% of the Stockholder Shares held by Chisxxxx xx the Effective Time) in voting power of all and Jack X. Xxxxx (xxllectively, the then-outstanding Voting Securities as of such date"WS Directors", then and each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securitiesindividually, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees"WS Director"); (iii) for so long as such party holds at least twenty percent the composition of the board of directors of each of the Company's Subsidiaries (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securitieseach, a total "Sub Board") shall be as determined by the Board, and initially shall be the same as in existence as of two (2) Sponsor Director Designeesthe date hereof, provided that, effective immediately upon the Effective Time, a representative designated by the holders of a majority of the WS Shares shall replace the representative on any Sub Board heretofore designated by HIG Cable, Inc. or any Affiliate of HIG Cable, Inc.; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to removal from the Board pursuant or Sub Board (with or without cause) of the Executive Director shall be only upon the written request of the holders of a majority of the Existing Orius Stockholders Shares and the removal of the WS Nominated Director shall be only upon the written request of the holders of a majority of the WS Shares; provided that if the CEO Director, Executive Director or the WS Nominated Director ceases to Section 2.01(e)(i)be an employee of the Company and its Subsidiaries, then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board such person shall be removed as a Sponsor Director Designee director upon termination of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Boardsuch person's employment; (iiv) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) person designated as a director hereunder for any reason ceases to serve as a member of the Board or a Sub Board during such Person’s person's term of office, the resulting vacancy on the Board or the Sub Board shall be filled by a Sponsor Director Designee representative designated by the Sponsor Stockholder person or Sponsor Stockholders (as applicable) who was persons originally entitled to designate the Departing Sponsor Director Designee in accordance with such director pursuant to Section 2.01(e8A(ii) or Section 2.01(f), as applicable.above; and (ivi) In the event that if any party fails to designate a THL Affiliate that is party hereto or representative to fill a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject directorship pursuant to the foregoing, for the avoidance terms of doubtthis Section 8A, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights election of THL or Cannae a person to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company such directorship shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, be accomplished in accordance with the Company’s reimbursement policies's bylaws and applicable law. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term effectiveness of this Agreement, Agreement and subject until the provisions of this Section 8 cease to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Datebe effective, each of THL and Cannae Stockholder shall vote all of their Voting Securities his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control (whether at a stockholders' meeting which has been duly called, or if so requested by the Majority XX Xxxxxx, by written consent) and shall take all other necessary or desirable actions within their his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeecalling special board and stockholder meetings), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenthat: (i) for so long the authorized number of directors on the Company's Board shall be established at three directors or such greater number of directors as Cannae holds greater than or equal the Majority WS Holders may specify from time to twelve and one half of a percent time by written notice to the Company (12.5%) in voting power of all which case the then-outstanding Voting Securities, THL and Cannae Majority XX Xxxxxx shall have the right be entitled to designate (by mutual agreement) five (5) Sponsor Director Designeessuch additional representatives); (ii) for so long as Cannae holds greater than or equal the following persons shall be elected to seven and one half of a percent the Board: (7.5%a) but less than twelve and one half of a percent the Company's chief executive officer, who initially shall be Xxxxxx Xxxxxxx (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee"CEO Director"); and (iiib) if Cannae holds less than seven two persons designated by the Majority XX Xxxxxx (collectively, the "WS Directors", and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securitiesindividually, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities"WS Director"), a total of three (3) Sponsor Director Designees;who initially shall include Avy X. Xxxxx and Xxxx X. Xxxxxxxx. (iii) for so long the CEO Director ceases to be an employee of the Company and its Subsidiaries, such person shall be removed as a director of the Company and any of its Subsidiaries immediately upon termination of such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designeesperson's employment; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor a WS Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to shall be removed from the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on only upon the Board as a Sponsor Director Designee written request of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the BoardMajority XX Xxxxxx; (iiv) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of Subsidiary (a "Sub Board") shall be filled by the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies.WS Majority Holder; and (kvi) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member to the extent that any Executive Committee of the Board and is created, the members of each board of directors of each CEO Director shall serve on such Executive Committee so long as he is an employee of the Company’s Company or any of its Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On From and after the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term effectiveness of this Agreement, Agreement and subject until the provisions of this Section 8 cease to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Datebe effective, each of THL and Cannae Stockholder shall vote all of their Voting Securities his, her or its Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called, or if so requested by the Majority XX Xxxxxx, by written consent) and shall take all other necessary or desirable actions within their his, her or its control (whether in the capacity as a stockholder stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeecalling special board and stockholder meetings), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenthat: (i) for so long the authorized number of directors on the Company’s Board shall be established at three directors or such greater number of directors as Cannae holds greater than or equal the Majority WS Holders may specify from time to twelve and one half of a percent time by written notice to the Company (12.5%) in voting power of all which case the then-outstanding Voting Securities, THL and Cannae Majority XX Xxxxxx shall have the right be entitled to designate (by mutual agreement) five (5) Sponsor Director Designeessuch additional representatives); (ii) for so long as Cannae holds greater than or equal the following persons shall be elected to seven and one half of a percent the Board: (7.5%a) but less than twelve and one half of a percent the Company’s chief executive officer, who initially shall be Xxxxxx Xxxxxxx (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee“CEO Director”); and (iiib) if Cannae holds less than seven two persons designated by the Majority XX Xxxxxx (collectively, the “WS Directors”, and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securitiesindividually, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities“WS Director”), a total of three (3) Sponsor Director Designees;who initially shall include Avy X. Xxxxx and Xxxx X. Xxxxxxxx. (iii) for so long the CEO Director ceases to be an employee of the Company and its Subsidiaries, such person shall be removed as a director of the Company and any of its Subsidiaries immediately upon termination of such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designeesperson’s employment; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor a WS Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to shall be removed from the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on only upon the Board as a Sponsor Director Designee written request of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the BoardMajority XX Xxxxxx; (iiv) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of Subsidiary (a “Sub Board”) shall be filled by the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies.WS Majority Holder; and (kvi) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member to the extent that any Executive Committee of the Board and is created, the members of each board of directors of each CEO Director shall serve on such Executive Committee so long as he is an employee of the Company’s Company or any of its Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine seven (97) directorsdirectors but may, with two vacanciesfrom time to time, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during During the term of this Agreement, and subject to the terms set forth herein and in the Bylaws and to applicable Law, THL and Cannae Fidelity shall have the right to (by mutual agreement) determine the Total Number of Directors and designate the persons to be elected to the Board (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”). (c) Effective as of the Closing Date, each of THL and Cannae Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its controlcontrol (including, without limitation, including in the slate of nominees recommended by the Board the Persons designated pursuant to this Section 2.01), so that two (2) Sponsor Directors designated by THL (the “THL Directors”) and five (5) Sponsor Director Designees Directors designated by Fidelity (by mutual agreementthe “Fidelity Directors”) by THL and Cannae shall initially be elected and appointed to the Board at each meeting of the stockholders of the Company (the “Initial Designations”). (d) Following the Initial Designations: (i) , each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) , and the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated recommended by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director DesigneePersons designated pursuant to this Section 2.01), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, Directors to be elected to the Board at any each meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenthat: (i) for so long as Cannae holds THL owns greater than or equal to twelve and one half of a 15 percent (12.515%) in voting power of all the then-Voting Securities issued and outstanding Voting Securitiesas of such date, (A) THL and Cannae shall have the right to designate at least two (by mutual agreement2) five of the Total Number of Directors elected, and (5B) Sponsor Director Designees;Fidelity shall have the right to designate a number of Fidelity Directors elected equal to the Total Number of Directors, less the number of THL Directors designated in accordance with the preceding clause (d)(i)(A); and (ii) for so long as Cannae holds THL owns less than 15 percent (15%) of the Voting Securities issued and outstanding as of such date but greater than or equal to seven and one half of a five percent (7.55%) but less than twelve of the Voting Securities issued and one half outstanding as of a percent such date, (12.5%A) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four at least one (41) Sponsor Director Designees of the Total Number of Directors, and Cannae (B) Fidelity shall have the right to individually designate one a number of Fidelity Directors elected equal to the Total Number of Directors, less the number of THL Directors designated in accordance with the preceding clause (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designeed)(ii)(A). (fe) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in In the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a (i) in the case when such Sponsor Director Designee by is a THL Director, a designee of THL, and (ii) in the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing case that such Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f)is a Fidelity Director, as applicablea designee of Fidelity. (if) In the event that a THL Affiliate that is party hereto or a Cannae Fidelity Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Fidelity Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae Fidelity to sell, assign or otherwise transfer their respective shares of Class A Common Stock or Class B Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On 10.1.1 The management of the Closing Date, the authorized number of directors on the Board Company shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by vested in the Board of Directors consisting of three (3) Directors from the date on which the Directors referred to in accordance with the Amended Section 10.1.2 below are appointed and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, . 10.1.2 During the term of this Agreement: (a) the Founding Shareholder shall be entitled to nominate for election two (2) Directors with voting rights; (b) [***] shall be entitled to nominate for election one (1) Director with voting rights and subject to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors.one observer without voting right; (c) Effective as of the Closing Date, each of THL and Cannae shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designee), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s SubsidiariesSubsidiaries (if applicable) shall have one (1) observer designated by CASI (“CASI Observer”). The CASI Observer shall have the right to attend board or board committee meetings of the Company and each of its Subsidiaries in a non-voting observer capacity (whether in person, by telephone or other). Each of the Company and its Subsidiaries shall enter into director provide to the CASI Observer, concurrently with the members of the board and officer indemnification agreementsall committees thereof, substantially and in the form attached at Exhibit B heretosame manner, with each notice of such meetings and a copy of all materials provided to such members of the Sponsor Board and all committees thereof; provided, however, that the CASI Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. Notwithstanding anything to the contrary, such CASI Observer may disclose any information to its appointer or any of its Affiliates or to any person to whom disclosure would be permitted in accordance with this Agreement. (d) the Chairman shall be nominated for election by the Founding Shareholders. 10.1.3 On the Closing Date, the Parties shall procure that the nominees of each Shareholder nominated in accordance with the preceding Section 10.1.2 shall be appointed as Directors. 10.1.4 Each of the Shareholders undertakes to vote for election of any nominee for Director Designeesas proposed from time to time by a Shareholder, and further undertakes to vote for removal of any Director nominated by a Shareholder if so requested by such Shareholder. 10.1.5 A Director may be removed by the Shareholder by whom such Director is nominated (but not by any other Shareholder) upon written notice of removal. Such Shareholder shall send such removal notice to the Board of Directors. The Board of Directors shall notify the other Shareholders of such removal. All Shareholders shall take all necessary actions (including convening a Shareholders’ Meeting when necessary or upon request) to give effect to such removal and to the appointment of the new Director nominated by such Shareholder. 10.1.6 In the event of a vacancy in the Board of Directors due to the death, retirement, resignation or removal of any Director, a new Director shall be nominated in place of the deceased, retired, resigned or removed Director. Such nomination shall be made by the Shareholder who nominated the deceased, retired, resigned or removed Director by written notice to the Board of Directors with a copy to the other Shareholders. All Shareholders shall take all necessary actions to procure and ensure the election of the newly nominated individual to the Board of Directors (including convening a Shareholders’ Meeting when necessary or upon request).

Composition of the Board. (a) On Pursuant to the Closing Date, Securities Purchase Agreement and in each case effective as of the authorized number of directors on Second Subsequent Closing: (i) the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time take all necessary corporate action to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, and subject to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine increase the Total Number of Directors.Directors to eleven (11), comprised of the five (5) Initial Investor Designees, five (5) Company Designees and the Company’s chief executive officer; (cii) Effective as the Company shall use commercially reasonable efforts to cause the resignations of two (2) individuals who are directors of the Company immediately prior to the Second Subsequent Closing Date, each of THL (other than the Company Designees and Cannae shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control the Company’s chief executive officer); and (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and iii) the Company shall take all necessary corporate action to appoint the Initial Investor Designees to the Board. (b) From and desirable actions within its controlafter the Second Subsequent Closing until the Sunset Date, so that subject to the terms and conditions of this Article II, Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, up to five (5) Sponsor individuals that meet the Designee Qualifications to serve as Directors (each such individual whom Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”); provided, that, at all times, at least two (2) of the Investor Designees designated shall be Independent Investor Designees (except, if, Investor is only entitled to nominate four (4) Investor Designees, only one (1) of the Investor Designees shall be required to be an Independent Investor Designee, and, if, Investor is only entitled to nominate three (3) or fewer Investor Designees, no Investor Designees shall be required to be an Independent Investor Designee). Notwithstanding the foregoing provisions of this Section 2.1(b), the number of individuals that Investor shall be entitled to designate to serve as Directors pursuant to this Section 2.1(b) shall be adjusted, as applicable, immediately after any Transfer of Equity Securities of the Company by mutual agreement) an Investor Entity and otherwise at each record date established by THL and Cannae shall initially be elected the Board with respect to any meeting of stockholders of the Company involving the election of Directors, to a number equal to the Board Percentage Interest of the Investor Entities multiplied by the Total Number of Directors at such time, rounded up to the nearest whole number; provided, that, (i) the number of Investor Designees shall not exceed five (5) individuals and (ii) on and after the Sunset Date, or the earlier date on which any Investor Entity intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Initial DesignationsMaterial Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Investor shall not be entitled to designate any individuals to serve as Directors, and no Investor Designee shall be entitled to serve as Director, in each case pursuant to this Agreement. (c) From and after the Closing until the Sunset Date, the chief executive officer of the Company shall be entitled to be nominated by the Board for election as a Director (except as otherwise determined by the approval of a majority of the independent directors, including a majority of the Independent Company Designees entitled to vote on such matter) (such Person, the “CEO Designee”). (d) Following From and after the Initial Designations: Closing until the Sunset Date, the Independent Company Designees shall have the exclusive right to nominate persons on behalf of the Board for election at annual stockholders meetings for, or to fill vacancies in, all Director positions, other than (i) each of THL the Investor Designees and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the CEO Designee; provided, that, at all times, the Company Designees shall take all necessary and desirable actions within its control (includingbe Independent Company Designees, without limitation, including in the slate of nominees nominated unless otherwise determined by the Board (or an authorized committee thereof) including, for election so long as directors the Percentage Interest of the Company by the stockholders Investor Entities is at least 25%, at least a majority of the Company each Sponsor Director DesigneeInvestor Designees entitled to vote on such matter), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater If at any time Investor has designated fewer than or equal the total number of individuals that Investor is then entitled to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such datedesignate pursuant to Section 2.1(b), then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae Investor shall have the right (but not the obligation) to designate (such number of additional individuals who meet the Designee Qualifications that Investor is entitled to so designate, in which case, any individuals nominated by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half at the direction of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant or any duly-authorized committee thereof for election as Directors to Section 2.01(e)(i), then fill any Sponsor Director Designee who is not designated by THL vacancy or Cannae to remain newly created directorships on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of include such Sponsor Shareholder shall resign from the Boarddesignees, and the Company and the Sponsor Stockholders shall be promptly required use its reasonable best efforts to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In effect the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transferselection of such additional designees, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to whether by increasing the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings size of the Board or the board of directors of any of the Company’s Subsidiariesotherwise, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.and

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine ten (910) directors, with two vacancies, but may be increased or decreased subject to change as determined from time to time exclusively by resolution duly adopted by set forth in the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) Company (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during During the term of this Agreement, the Indigo Investors and subject to applicable Law, THL and Cannae the POF Investors shall have the right to (by mutual agreement) determine designate the Total Number of Directors (collectively, the “Sponsor Directors” and each, individually, a “Sponsor Director”), two-thirds of whom shall be a COUS. (c) Effective as of the Closing Date, each of THL and Cannae the Sponsor Stockholders shall vote all of their Voting Securities its Stockholder Shares and shall take all other necessary or desirable actions within their its control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated recommended by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designeepersons designated pursuant to this Section 2.01), to cause so that the following Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to Directors shall be elected to the Board at any each meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, thenCompany: (i) for so long as Cannae holds greater than or a number of directors designated by Indigo Miramar equal to twelve the product of (x) the Relative Ownership of Indigo Miramar and one half (y) the Total Number of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right Directors to designate (by mutual agreement) five (5) Sponsor Director Designeesbe elected; (ii) for so long as Cannae holds greater than or a number of directors designated by Indigo Florida equal to seven the product of (x) the Relative Ownership of Indigo Miramar and one half (y) the Total Number of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right Directors to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designeebe elected; and (iii) a number of directors designated by the POF Investors equal to the product of (x) the Relative Ownership of the POF Investors and (y) the Total Number of Directors to be elected. For purposes of calculating the number of directors that Indigo Miramar, Indigo Florida and POF Investors are each entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded to the nearest whole number (e.g., 1.25 directors shall equate to one director and 1.75 shall equate to two directors) and any such calculations shall be made on a pro forma basis, including, for the avoidance of doubt, taking into account any increase in the size of the Board; provided, however, that in the case where the sum of the number of directors to be designated by Indigo Miramar (pursuant to this Section 2.01(c)(i)) and Indigo Florida (pursuant to this Section 2.01(c)(ii)) should be greater than the number of directors that would be able to be designated if Cannae holds less than seven calculated by multiplying (x) the Relative Ownership of the Indigo Investors and one half (y) the Total Number of a percent (7.5%) in voting power of all the then-outstanding Voting SecuritiesDirectors to be elected, then THL in such instance, the fractional amount of Indigo Florida shall have (regardless of whether it is above or below X.50) shall be rounded up, and the right to individually designate five fractional amount of Indigo Miramar (5regardless of whether it is above or below X.50) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designeebe rounded down. (fd) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in In the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Personperson’s term of office, the resulting vacancy on the Board shall be filled by a (i) in the case when such Sponsor Director Designee had been designated by Indigo Miramar or Indigo Florida, as the Sponsor Stockholder case may be, a designee of Indigo Miramar or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f)Indigo Florida, as applicable, and (ii) in the case that such Sponsor Director was designated by the POF Investors, a designee of the POF Investors. (ie) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for For the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae Sponsor Stockholder’s right to sell, assign or otherwise transfer their respective shares of its Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, and subject to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Date, each of THL and Cannae shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designee), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a member of the Board during such Person’s term of office, the resulting vacancy on the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies. (k) The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designees.

Composition of the Board. (a) On Following the Closing DateClosing, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Board of Directors in accordance with the Amended and Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, and subject to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the Closing Date, each of THL and Cannae shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); and (ii) the Company shall take all necessary and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designee), to cause the Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the Board at any meeting of the stockholders of the Company called for such purpose. (e) For so long as THL and Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL and Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and (iii) if Cannae holds less than seven and one half of a percent (7.5%) in voting power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the right to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for so long as such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the then-outstanding Voting Securities, one (1) Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee (the “Departing Sponsor Director Designee”) for any reason ceases to serve elect as a member of the Board during an individual designated by MassMutual, with the identity of such Person’s term individual to be subject to the approval of officethe Board, not to be unreasonably withheld, delayed or conditioned (such individual, and any individual subsequently nominated by MassMutual and elected to the Board in replacement of such individual pursuant to Section 4.1(c), the resulting vacancy on “MassMutual Designee”); provided that Invesco agrees that Xxxxxxx Xxxxxx is an approved individual to serve as a MassMutual Designee. From the Closing until the Governance Termination Date, Invesco shall use its reasonable best efforts to cause the election of the MassMutual Designee at each meeting of Invesco shareholders at which members of the Board shall be filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as applicable) who was entitled to designate the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as applicable. (i) In the event that a THL Affiliate that is party hereto or a Cannae Affiliate that is party hereto transfers, directly or indirectly, any Voting Securities to a THL Affiliate or a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed are to be a party for all purposes herein. Subject to the foregoingelected (which, for the avoidance of doubt, shall be no less than the parties hereto acknowledge effort expended with respect to other nominees of Invesco), which shall include, without limiting the generality of the foregoing, (i) Invesco including in the slate of nominees recommended by the Board (or the Nomination and agree Corporate Governance Committee of the Board) for election at any annual or special meeting of shareholders of Invesco at which Directors are to be elected to the Board (or consent in lieu of a meeting) the applicable MassMutual Designee, (ii) Invesco nominating, recommending and using its reasonable best efforts to solicit the vote of shareholders of Invesco to elect to the Board such slate of Directors (which efforts shall, to the fullest extent permitted by Applicable Law, include the provision in any proxy statement prepared, used, delivered or publicly filed by Invesco to solicit the vote of its shareholders in connection with any such meeting the recommendation of the Board that this Agreement does the shareholders of Invesco vote in favor of the slate of directors nominated by the Board (or the Nomination and Corporate Governance Committee of the Board), including the MassMutual Designee, and against the election of any candidate or slate not restrict so nominated) and (iii) for any meeting (or otherwise impair any rights consent in lieu of THL meeting) of Invesco’s shareholders for the election of members of the Board, the Board (or Cannae the Nominating and Corporate Governance Committee thereof) shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board. If MassMutual fails to selldesignate a MassMutual Designee within fifteen (15) Business Days following the written request of Invesco, assign or otherwise transfer their respective shares of Common Stock to any other Personthen the MassMutual Designee previously designated by MassMutual and then serving on the Board (if any) shall be the MassMutual Designee. (jb) The Company Until the Governance Termination Date, without the prior approval of the MassMutual Designee, the size of the Board shall reimburse not exceed twelve (12) members; provided, however, that the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred size of the Board may be temporarily expanded, but not in excess of fourteen (14) members in total, in connection with their attendance succession planning during the one year period preceding an anticipated retirement of one or more members of the Board in order to facilitate overlap and successful integration of the new director(s) replacing such prospective retiree(s). (c) Until the Governance Termination Date, upon the resignation, retirement or other removal from office of the MassMutual Designee, including as a result of a failure of any MassMutual Designee to be elected or re-elected at meetings any general meeting of shareholders, MassMutual shall be entitled promptly to designate a replacement MassMutual Designee who meets the qualifications of a Director and is approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned). Upon any such designation and reasonable approval, the Board shall promptly elect such MassMutual Designee as a member of the Board. (d) From January 1, 2020 until the Governance Termination Date, to the extent permitted by Applicable Law (including any requirements under the Exchange Act, the Internal Revenue Code or the rules of the New York Stock Exchange or any other applicable securities exchange on which the Common Stock is then listed), the MassMutual Designee shall be entitled to be a member of each standing committee of the Board. In the event that such Applicable Laws do not permit the MassMutual Designee to serve on certain committees of the Board, the MassMutual Designee shall be entitled to serve as an observer on such committee(s) to the extent permitted by Applicable Law. (e) Each MassMutual Designee serving on the Board shall be subject to the policies and requirements of Invesco and the Board in a manner consistent with the application of such policies and requirements to other members of the Board (including as to the timing and contents of any nomination questionnaire or other information disclosure), and shall be entitled to the same rights, privileges and compensation applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, Invesco shall indemnify, exculpate and reimburse fees and expenses of the MassMutual Designee (including by entering into an indemnification agreement in form substantially similar to Invesco’s form of director indemnification agreement (if any)) and provide the MassMutual Designee with director and officer insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Bye-Laws, Applicable Law or otherwise. Invesco will prepare and provide, or cause to be prepared and provided, to the MassMutual Designee (in its capacity as such), any information, and access to information, relating to Invesco and its Subsidiaries as and when provided to other members of the Board or the board of directors of committee thereof (other than any of the Company’s Subsidiaries, and information in connection with evaluating or negotiating any committees thereof, including without limitation travel, lodging and meal expenses, in accordance transaction with the Company’s reimbursement policiesMassMutual or its Controlled Affiliates). (kf) The Company To the maximum extent permitted by Applicable Law, Invesco hereby renounces, and the Board shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each adopt a resolution renouncing, any interest or expectancy in, or any right to be offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are developed by or presented to a MassMutual Designee other than in his or her capacity as a member of the Board Board, even if the opportunity is one that Invesco or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and the members MassMutual Designee shall not have any duty to communicate or offer such business opportunity to Invesco or any of each board of directors of each of Invesco’s Affiliates. Notwithstanding the Company’s Subsidiaries. The Company and its Subsidiaries foregoing, a MassMutual Designee who is offered an opportunity expressly in his or her capacity as a Director shall enter into director and officer indemnification agreements, substantially in the form attached at Exhibit B hereto, with each of the Sponsor Director Designeesbe obligated to communicate such opportunity to Invesco.